Exhibit 10.1



[Boynton Beach,
Florida]

[Delray, Florida]
 [Jacksonville, Florida]

[Cleveland, Ohio]

[Houston, Texas]

[San Antonio, Texas]

[Victoria, Texas]


FOURTH AMENDMENT TO MASTER LEASE

(Phase I)

                    THIS
FOURTH AMENDMENT TO MASTER LEASE (PHASE I) (this “Amendment”) is made and entered into as of this ______ day of
July, 2004 (the “Effective Date”), by and between HEALTH CARE PROPERTY
INVESTORS, INC., a Maryland corporation (“HCP”)
and TEXAS HCP HOLDING, L.P., a Delaware limited partnership (collectively, as
their interests may appear, “Lessor”),
on the one hand, and ARC RICHMOND HEIGHTS, LLC, a Tennessee limited liability
company, ARC BOYNTON BEACH, LLC, a Tennessee limited liability company, ARC
DELRAY BEACH, LLC, a Tennessee limited liability company, ARC VICTORIA, L.P., a
Tennessee limited partnership, ARC CARRIAGE CLUB OF JACKSONVILLE, INC., a
Tennessee corporation, ARC SHAVANO, L.P., a Tennessee limited partnership and
ARC POST OAK, L.P., a Tennessee limited partnership (collectively and jointly and
severally, “Lessee”), on the other
hand, and ARCPI HOLDINGS, INC., a Delaware corporation (“Guarantor”).

RECITALS

                    A.        Lessor
is the “Lessor” and Lessee is the current “Lessee” pursuant to that certain Master
Lease dated March 29, 2002 (the “Original
Lease”), as amended by that certain First Amendment to Lease dated
September 30, 2002 (the “First Amendment”), that certain Second Amendment
to Lease dated February 28, 2003 (the “Second
Amendment”) and that certain Third Amendment to Lease dated
September 23, 2003 (the “Third Amendment”).
The Original Lease, as amended by the First Amendment, Second Amendment and
Third Amendment, shall be referred to herein, collectively, as the “Lease.” The Lessee’s obligations under the
Lease are guaranteed by Guarantor pursuant to a written Guaranty of Obligations
dated as of March 29, 2002 (as the same has been amended and reaffirmed from
time to time in accordance with the terms thereof, the “Guaranty”). Lessor, Lessee and certain
Affiliates of each are also parties to that certain Forbearance and Limited
Waiver Agreement (Regarding Insurance) dated as of January 1, 2004 with respect
to the Lease and certain other agreements.

                    B.        The
Lease covers the “Leased Property” of four (4) separate assisted living
facilities located in Cleveland, Ohio, Delray, Florida, Boynton Beach, Florida
and San Antonio, Texas, two (2) separate congregate care facilities located in
Houston, Texas, and Jacksonville, Florida, and one (1) mixed congregate care
and assisted living facility located in Victoria, Texas, all as more
particularly described in the Lease. 

                    C.        HCP
and Guarantor are also parties to that certain Master Agreement of even date
herewith (the “Master Agreement”), pursuant to which HCP and
Guarantor have agreed to cause certain transactions to be consummated,
including this Amendment, all as more particularly described therein and in the
other “Transaction Documents” (as
defined in the Master Agreement).








                    D.        In
connection with the transactions contemplated by the Master Agreement and the
other Transaction Documents, Lessor and Lessee desire to amend the Lease as set
forth herein.

                    E.        Capitalized
terms used herein and not defined herein shall have the meanings given such
terms in the Lease.

AMENDMENT

                    IN
CONSIDERATION OF the foregoing recitals, the mutual promises contained herein,
and other good and valuable consideration, the receipt and adequacy of which
are hereby acknowledged, Lessor and Lessee hereby agree as follows:

                    1.       Modifications
to Certain Provisions of the Lease. Effective as of the Effective Date, the
Lease shall be amended and supplemented in the following particulars: 

                              (a)     New
Definitions. Except as otherwise expressly provided or unless the context
otherwise requires, for all purposes of the Lease, as hereby amended, the terms
defined in this Section 1(a) shall have the meanings assigned to them as
provided below and shall be added to Article II of the Lease to read, in their
entireties, as follows:

                              Master
Agreement. As defined in the Recitals of this Amendment.

	
   
	
                       Phase
  III Lease. As defined in the Master Agreement (as the same may be
  amended, modified and/or amended and restated).




                              (b)     Events
of Default. The following is hereby added as a new Section 16.1(w) of the
Lease: 

                              “(w)   any
default beyond any applicable cure periods under the Phase III Lease.”


                              (c)     Financial
Statements. Sections 25.1.2(a), (b) and (c) of the Original Lease shall be
amended to read, in their entireties, as follows: 

	
   
	
                     “(a)     (i)
  within twenty (20) days after the end of each calendar quarter, unaudited
  balance sheets and statements of income of Lessee, ARCPI and its consolidated
  Subsidiaries, and ARC and its consolidated Subsidiaries as of the end of such
  calendar quarter, (ii) when available, following the end of each calendar
  quarter, unaudited changes in common stock and other stockholders’ equity and
  statements of cash flows of ARC and its consolidated Subsidiaries and (iii) within
  ninety (90) days after the end of Lessee’s, ARCPI’s and ARC’s fiscal years,
  (A) a copy of the unaudited balance sheets of Lessee, and audited
  consolidated balance sheets of ARCPI and its consolidated Subsidiaries and
  ARC and its consolidated Subsidiaries as of the end of such fiscal year,
  (B) related audited consolidated statements of income, changes in common
  stock and other stockholders’ equity and statement of cash flows of ARCPI and
  its consolidated Subsidiaries and ARC and its consolidated Subsidiaries for
  such fiscal year, and (C) related unaudited statements of income of Lessee,
  in all cases prepared in accordance with GAAP applied on a basis consistently
  maintained throughout the period involved (such audited consolidated
  financial statements of ARC and ARCPI to be certified by nationally
  recognized certified public accountants);




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                     “(b)     within
  ninety (90) days after the end of each of Lessee’s, ARCPI’s and ARC’s fiscal
  years, and together with the annual audit report furnished in accordance with
  clause (a) above, an Officer’s Certificate stating that to the best of the
  signer’s knowledge and belief after making due inquiry, Lessee is not in
  default in the performance or observance of any of the terms of this Lease,
  or if Lessee shall be in default, specifying all such defaults, the nature
  thereof, and the steps being taken to remedy the same;

	
   
	
   

	
   
	
                     “(c)     within
  thirty (30) days after the end of each of the first twelve (12) months of the
  Term and the last eighteen (18) months of the Term, all consolidated
  financial reports that Lessor may reasonably request containing, among other
  things, detailed statements of income and detailed operational statistics
  regarding occupancy rates, patient and resident mix and patient and resident
  rates by type for each Facility; and otherwise within thirty (30) days after
  the end of each of Lessee’s quarters, all quarterly consolidated financial
  reports Lessor may reasonably request containing, among other things, detailed
  statements of income and detailed operational statistics regarding occupancy
  rates, patient and resident mix and patient and resident rates by type for
  each Facility;”



                              (d)     Sections
48.1(dd) and (ee). Section 5 of the First Amendment deleted Sections
47.1(dd) and (ee); the references to such sections should have been to Sections
48.1(dd) and (ee).  Sections 48.1(dd)
and (ee) are deleted in their entirety. 


                    2.       Consent
and Reaffirmation of Guarantor. Guarantor hereby (a) consents to this
Amendment, and (b) re-affirms its obligations under the Guaranty and agrees
that the same extends to the Lease, as hereby amended.


                    3.       Reaffirmation
of Master Lease. Lessor and Lessee hereby acknowledge, agree and reaffirm
that the Lease, as hereby amended, is and the parties intend the same for all
purposes to be treated as a single, integrated and indivisible agreement.  

                    4.       Governing
Law. THIS AMENDMENT WAS NEGOTIATED IN THE STATE OF CALIFORNIA, WHICH STATE
THE PARTIES AGREE HAS A SUBSTANTIAL RELATIONSHIP TO THE PARTIES AND TO THE
UNDERLYING TRANSACTION EMBODIED HEREBY. 
ACCORDINGLY, IN ALL RESPECTS THIS AMENDMENT SHALL BE GOVERNED BY, AND
CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF
CALIFORNIA (WITHOUT REGARD OF PRINCIPLES OR CONFLICTS OF LAW) AND ANY
APPLICABLE LAWS OF THE UNITED STATES OF AMERICA.

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                    5.       Full
Force and Effect; Counterparts; Facsimile Signatures. Except as hereby
amended, the Lease shall remain in full force and effect.  This Amendment may be executed in any number
of counterparts, all of which shall constitute one and the same instrument.  Telecopied signatures may be used in place
of original signatures on this Amendment, and Lessor and Lessee both intend to
be bound by the signatures of the telecopied document.

[SIGNATURE PAGE FOLLOWS]

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                    IN
WITNESS WHEREOF, the parties hereto have executed this Amendment as of the day
and year first above written.


	
                      WITNESS
	
  “Lessor”

	
   
	
   
	
   

	
   
	
   
	
  HEALTH CARE
  PROPERTY INVESTORS, INC., 
a Maryland corporation

	
   
	
   
	
   

	
  



  	
   
	
   

	
  Witness
	
   
	
   

	
   
	
   
	
   

	
   
	
   
	
  By:

	
   
	
   
	
   
	
  



  
	
   
	
   
	
  Title:

	
   
	
   
	
   
	
  



  
	
   
	
   
	
   

	
  



  	
   
	
   

	
  Witness
	
   
	
   

	
   
	
   
	
   

	
   
	
   
	
  TEXAS HCP
  HOLDING, L.P., a Delaware limited
 partnership

	
   
	
   
	
   

	
  



  	
   
	
   

	
  Witness
	
   
	
  By:
	
  Texas HCP
  G.P., INC., a Delaware
 corporation, its sole General Partner

	
   
	
   
	
   

	
  



  	
   
	
   

	
  Witness
	
   
	
   
	
  By:

	
   
	
   
	
   
	
   
	
  



  
	
   
	
   
	
   
	
  Title:

	
   
	
   
	
   
	
  



  
	
   
	
   
	
   

	
  [Signature pages continue]

							



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                      WITNESS
	
   
	
  “Lessee”

	
   
	
   
	
   

	
   
	
   
	
  ARC RICHMOND
  HEIGHTS, LLC,

       a Tennessee limited liability company

	
  



  	
   
	
  ARC DELRAY
  BEACH, LLC,

       a Tennessee limited liability company

	
  Witness
	
   
	
  ARC BOYNTON
  BEACH, LLC,

       a Tennessee limited liability company

	
  



  	
   
	
  ARC CARRIAGE
  CLUB OF JACKSONVILLE,

       INC., a Tennessee corporation

	
  Witness
	
   
	
   

	
   
	
   
	
   

	
   
	
   
	
  By:

	
   
	
   
	
   
	
  



  
	
   
	
   
	
  Title:

	
   
	
   
	
   
	
  



  
	
   
	
   
	
   

	
   
	
   
	
  ARC
  VICTORIA, L.P., a Tennessee limited
partnership

	
   
	
   
	
   

	
  



  	
   
	
  By: 
	
  ARC Homewood
  Victoria, Inc., a Tennessee

  corporation, its general partner

	
  Witness
	
   
	
   

	
   
	
   
	
   

	
   
	
   
	
   
	
  By:

	
   
	
   
	
   
	
  



  
	
  



  	
   
	
   
	
  Title:

	
  Witness
	
   
	
   
	
  



  
	
   
	
   
	
   

	
   
	
   
	
  ARC POST OAK
  L.P., a Tennessee limited
partnership

	
   
	
   
	
   

	
  



  	
   
	
   

	
  Witness
	
   
	
  By:
	
  ARC Hampton
  Post Oak, Inc., a Tennessee
 corporation, its general partner

	
   
	
   
	
   

	
  



  	
   
	
   
	
  By:

	
  Witness
	
   
	
   
	
   
	
  



  
	
   
	
   
	
   
	
  Title:

	
   
	
   
	
   
	
  



  
	
   
	
   
	
   

	
   
	
   
	
  ARC SHAVANO,
  L.P., a Tennessee limited 
partnership

	
   
	
   
	
   

	
  



  	
   
	
   

	
  Witness
	
   
	
  By:
	
  ARC Shavano
  Park, Inc., a Tennessee 
corporation, its general partner

	
   
	
   
	
   

	
  



  	
   
	
   
	
  By:

	
  Witness
	
   
	
   
	
   
	
  



  
	
   
	
   
	
   
	
  Title:

	
   
	
   
	
   
	
  



  
	
   
	
   
	
   

	
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                       WITNESS

  	
   
	
  “Guarantor”

	
   
	
   
	
   

	
   
	
   
	
  ARCPI
  HOLDINGS, INC., a Delaware corporation

	
  



  	
   
	
   

	
  Witness
	
   
	
   

	
   
	
   
	
  By:

	
   
	
   
	
   
	
  



  
	
   
	
   
	
  Title:

	
   
	
   
	
   
	
  



  
	
   
	
   
	
   

	
  



  	
   
	
   

	
  Witness
	
   
	
   

					



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